The weekend had come at last and Utena lay in her bed simply staring at the ceiling. This last week had been the most insane week of her life and it was hard for the teen to reconcile that all of it had indeed happened. At the start of the week she had been a totally normal, magical girl obsessed teenager. Then when she was minding her own business buying one of her favorite sodas, a magic mascot had come along and tricked her into becoming a villainess of Enormita. She had then been dragooned into fighting Tres Magia over and over even though they were her idols, and the things she had done to them. So far she bound them, spanked them, kissed them, groped, fondaled, kissed, blindfolded, teased, felt them up, made at least one of them orgasm and kissed each and every one of them.

Utena rolled onto her side and looked at the two gold stars on the table. They needed her to be their villain, that was what Venelita had said. Without a villain to fight, without an evil organization to battle there was no point in them being magical girls for her to gush over. It would be a terrible loss not just for herself but also for every other girl that looked up to them. So far she had made peace with the fact that her guise was that of a succubus and the things that she had done had all been for Tres Magia's benefit, probably. That they needed her to be a focus for their justice. Deep down however, she knew she was enjoying this, perhaps even enjoying it too much. She loved getting to see the magical girls whenever she wanted, and as their villain they were her magical girls. She would be the worst liar in the world if she even tried to say she didn't enjoy the things she did to Tres Magia.

Days ago she had said that this would be a short thing, she would get into a few battles and then stop, but now the idea of stopping seemed like a terrible waste, even if part of her still wanted to stop doing things to the magical girls. That part of her seemed to grow smaller with every encounter. She had to make a choice. She had to decide for good if she was going to keep doing this or if she was going to throw those stars in the damn river. Utena's eyes drifted over to her shelves of Tres Magia memorabilia. She had gotten to see such cute sides to her idols in this last week, she had even gotten to see a special unseen side to Sulfur with her giant fists. One of her hands went to her chest and she felt that hot core of magical energy that had settled there from her encounter with Kiwi. It was this power of hers that let her not just absorb energy from others but also feel their emotions. It was this that let her know that for all the punishment and acts she visited on Tres Magia that there were parts of them that enjoyed what she did to them. Would those parts grow in them if she kept fighting them? Would she get to see even cuter expressions, would her idols shine even brighter?

"I want to see them get even stronger... I want to see them get even cuter...I..." Images of the magical girls flipped through her mind. Magenta, Azul, Sulfur, Leopard, they were all so strong and cute already but they could be even more so. She loved magical girls, she loved Tres Magia, she loved Leopard, she was sure she would love any other magical girls that came along in the future as well. Utena blushed as she rolled onto her back again and looked up at the ceiling. The teen thought of her promise to Sulfur to become stronger so they could fight properly, and about her promise to see Kiwi again. She felt a warmth in her chest as she thought about all the magical girls."I want them..." 'To be mine.' Utena sat up and turned to sit on the edge of her bed. She reached out and picked up the star from her bedside table and looked at it closely before taking a deep breath and nodding. "Okay... I'll see this through. I stick it out and be the Villainess they need."

"Oh that's good, I'm glad you decided to take this seriously." Said a voice from behind and above her.

"Waaaaahhh!" Utena screamed and nearly threw her transformation star across the room. She jumped up from her bed and spun around with a hand on her chest, her heart pounding rapidly from the surprise. It was Venalita of course. The mascot had appeared behind her, again. "V-Venalita! Don't do that!" Utena took a deep breath to calm herself.

"Sorry, did I scare you?"

"Yes! Please don't just pop out behind me."

Venalita waved a hand nonchalantly. "Well sorry about that, but I couldn't help but overhear you before. So you have decided to stay in the organization."

There was no going back now. It wouldn't do to flip flop on such an important choice. "Ahh... Well... Yes, I've been thinking about it. If they really need me, I'll stay in Enormita and keep being their villain."

"Well that's great to hear Utena. So what's your plan of action now?"

"Oh...Umm... Well..." Utena hadn't quite gotten so far as to plan her first move as a villainess. But now that she had committed, she had to do something. "Actually... I was thinking I need to practice. I still don't know how to do much. Just how to make monsters, and how I can drain magic by kissing. Yesterday with Kiwi, I threw some kind of magic attack at her. But I have no idea how I did that. And I don't know how to make those portals either." There was so much she didn't know about or how to do, if she wanted to be a real villainess then that had to change.

Venalita stared at her for a long moment, making her think that the answer she had given was the wrong one. "Not rushing into another fight, and you want to practice your skills. That is smart of you. I was right to pick you. Then if you like I can show you how to make portals, the rest is up to you, I can't tell you how to use your powers."

Utena felt relieved that Vena wasn't mad, in fact the mascot seemed pleased. "Okay, what do I do?"

"It's really easy actually. Just focus on your star, pour magic into it and visualize where you are going. With practice you will be able to just open them without this. For now how about you try opening a portal to Nacht base."

Utena looked down at her star and held it up. "O-Okay..." She closed her eyes and tried to focus on her magic. With each day she had become more 'aware' of this magic inside her. It was different from the bubbling ball of power inside her that formed whenever she drained magic from other magical girls. Her magic felt like a warmth that could only barely be felt. She assumed it would become more distinct as she got more used to this power inside her. The villainess tried to feel that warmth and move it around. It was a slippery thing, like she was trying to mold clay with numb hands. It was hard to even feel her magic let alone manipulate it. 'I might be a villainess but I'm still a magical girl right? I need to be able to do this. It's so hard... To move... Come on magic... Move!'

A light sweat broke out on her brow as she squeezed her eyes closed in concentration. It was slow at first but as the first threads of magic were unspooled it got easier little by little. "Nnnn... Mmmm..." Utena raised her star up and tried to pull those threads towards it. She felt something, a reaction, the threads suddenly rushed forward and she heard it.

*Woosh* *Hmmmmmm.*

She opened her gold eyes to see a swirling black mist a few feet in front of her. For a second she was stunned and simply looked at the portal before she clenched her firsts close to her chest and smiled. "Y-Yes! I did it!"

"Indeed you did. Let's see what's on the other side." Venalita floated toward the portal and went inside.

Though she made the portal, Utena herself was unsure about going inside of it. She gulped and took a deep breath before reaching out with one hand and stepping towards the black mist. Closing her eyes she gritted her teeth and stepped into the portal. The young villainess was met with cool air on the other side as she passed through. Slowly she opened her eyes and looked out at the dark, rocky, moon lit environment of the strange space where the Nacht base was built. She looked up the looming and abstract architecture of the evil lair. "It worked. I did it!" This was her first step to being a better villain. It would be far easier to escape the heroes if she could reliably make portals to get away without needing Venalita to do it for her.

The mascot was watching her from the side before perking up and looking away as if she had heard something. "Good work Utena. You continue to surprise. Now then, have fun with your training. I have some things to see too, so I'll leave you to it."

"Oh... Umm... Okay. I guess ill see you laaaa... She's gone." Utena trailed off as Venalita floated off and into a newly made portal. Suddenly finding herself to be all alone she looked around. This place was kind of eerie when no one else was around. "I guess I'll go take a look around inside and practice more. I wonder if the damage to the inside got fixed. Oh, but before that. Trans Magia." The villainess raised her star to her collar and transformed into her alter ego of Baiser the succubus.

As Utena walked she looked around at the dark landscape of Nacht base. The black stalagmites, the rough ground, the night sky and its giant silvery moon. 'It certainly does look like the place a bunch of magical villains would hide out, but still, this place is kinda...' As she walked over the rough uneven ground she wished this path through the stalagmites was at least a proper path. Her eyes swept around as she went. Other rocky platforms floated out in the space that made up this place though they seemed empty of any construction. The only building here seemed to be the base itself. 'Who built this place anyway? Did Venalita build it? If so, how did she do it all?'

As she thought to herself she made it to the imposing doors that made up the entrance to the base and went inside. The mess had not in fact been cleaned up. Utena blushed and rubbed the back of her neck. "Oh geez... Look at this place. We really did a number on it didn't we... What the...?" As she surveyed the damage to the entryway she saw a few forms moving around. They were stumpy little things, maybe only a foot tall. Their bodies were entirely black with little arms and legs and two canted white eyes. They were roaming around the room and looked to be cleaning up. Some had brooms, others were carrying what looked like construction materials like bags of cement.

As Utena looked around at the working creature she spotted something and walked over to it. On the ground was a pile of electrical cables and clamps. 'This was where I had Leopard tied up the other day. I wonder how she is doing now.' As she was thinking about the other girl, one of the creatures came over and picked up one of the cables. She leaned over it to get a better look at the thing. 'It... Looks like a black marshmallow... It's kind of cute.' The creature looked up at her with those canted eyes and simply stood there as if waiting for something. "Ahh ahhh... Umm... Don't mind me..." It just kept staring at her.

'Is it waiting for me to say something...? Does it want me to tell it to do something?' It was starting to get awkward with how the creature just kept staring at her. "Ahh... Keep cleaning up please." To her surprise the "order" seemed to have an effect. The creature nodded its "head" at her and began to pick up debris from off the floor. 'I guess these things work for Enormita? Maybe I can get them to fix up that walking path later.' I should keep looking around.'

There were windows and doorways all over, random holes cut into walls and the ceiling. This place really was weirdly designed. Utena sighed and looked around. This room was the only one she has seen so far and the base was so big there could be hundreds of rooms. Eventually she simply picked a door and followed it to begin her exploration.

Utena concluded that the Nacht base was huge. It was excessive in scale really. There were dozens, if not hundreds of rooms, and most of them were empty. In her exploration she found signs of someone else being around in the past. A cell phone charger here, a stack of CDs and a player there. There had even been a couple changes of clothes found in a side room. In another room there had been a map of the country with a bunch of colored pins stuck into it. Aside from those there had not been anyone else around. "Are there other members or is all this stuff Kiwi's?"

There had been few rooms of any interest, a possible boardroom, a room with a bunch of seating areas and tables that looked like it could be a communal room of some kind. Both were unadorned and lacking items or decor. "At least this room could be nice if it had a few things." The base was so barren, it really needed personality. 'I guess that's enough exploring for now. I should practice, let's start with just getting portals down.'

As it turned out, making something like an interdimensional portal was actually suprisingly easy and didn't even use up much magic. Utena had been at it for two hours as she opened and closed portals between Nacht base and her room or to other spaces in the base itself. At first she held tight to her transformation star as she did so, then just with her hands and a gesture, and by the time she decided she was done with this and was wiping sweat from her brow she was opening portals up just by thinking about it. Each time she did it it became easier and easier to touch her mana and draw upon her magic. She put her hands on her hips and smiled in satisfaction of her efforts. It felt good to get the hang of something new like this.

The villainess sat down on the edge of the table in the apparent common room. She looked around at the empty room and thought about the events of the past week. It was insane to think that here she was practicing making portals with magic in a secret evil villain base when just a week ago she had been a painfully normal school girl. She reached into her skirt and pulled out her phone. Utena had found that she could hide small items in her magic and pull them out. Her riding crop as well as a few belts, and another of those fox masks were also stored away for use later. The succubus started thumbing through a gallery of pictures that Venalita had taken of her various fights with Tres Magia. One after another she flipped through the pictures, her face splitting into a grin as she browsed through her ever growing collection. True to her word, Venalita had sent her a copy of every video and not shared them with anyone else; these pictures and videos of Tres Magia being bullied, molested, and tormented were hers. It only made sense, they were HER magical girls.

Baiser flicked on the recording of her first encounter with them. The moment she heard that first whip crack of her crop smacking the girls asses she shivered and bit her lip. She could feel her magic throb inside her body. It pulsed within her as her excitement grew and she reached out to it. She felt them, both her own magic, and the smoldering core of taken power. She closed her eyes and listened to the audio of the video. Her tail lashed behind her as it always seemed too when her excitement rose. With an effort she moved the excited limb and slid it between her own legs. The tail didn't waste any time before it instinctively began to rub, the touch drawing a hiss from Baiser as she tried to focus. If her magic revolved around her theme as a succubus, then perhaps if she immersed herself in pleasure and fantasy her magic would blossom.

What she needed now was an outlet for that magic and a way to make use of it. Someone to test ideas on. 'Can I use this power to enthrall people? Can I use this to toy with Tres magia better? Could I arouse them with it, make them feel more pleasure? Shame I didn't get Kiwi's number, I could try these ideas on her...'' Without a subject to play with there was not much she could test. She let out a gasp as her tail continued to work between her legs and rub between her prominent camel toe. The power inside her throbbed, almost begging to be used as she pleasured herself. With a motion she reached to her chest and willed her crop to manifest itself as she pulled back.

The succubus bit her lip and looked at her weapon, her magical tool. She could smack it against an object to make a monster under her control, and it had proven to be quite effective thus far. Baiser thought about the battle the other day. She had flung a big wave of magic out of herself at Leopard during their fight and while it had missed the other girl it had cleaved a large slice out of the ground next to her. Such a powerful attack could be her trump card in a battle with Tres magia if only she could figure out how to do it again. She raised it and swiped the crop through the air. Just like last time, nothing happened. She stared down at the weapon and thought about how the portals were made. Baiser felt out the magic that was now pulsing through her and pulled on it like she did with the portals. This time she drew it down her arm and into Frusta Dominazione. She watched as an almost liquid looking purple light began to coat the tool. The magic around the weapon grew thicker and darker as she pulled more into the weapon. With the portals she had to think about where she wanted to be. With them it had felt like she was opening a door when she opened one up. She wanted a wave of energy, a magical blast to fling from her crop. 'Visualize... Believe in what I want to happen.' Baiser kept feeding magic into the riding crop as she raised her arm. The whole thing writhed with that thick liquid power. It swirl and buzzed as the succubus put all her focus on it before finally swinging her arm and letting go of the magic.

As she let go of her magic she watched as a bubbling crackling crescent of black and purple energy rushed out of her crop and flew through the air faster than a professional pitcher could throw a baseball. It sailed through the air for a second before slamming into a wall and cleaving through the stone and blasting it apart. For a moment Utena just looked at what she had done in shock before she jumped up and let out a cheer. "I did it! I did it! I can do thiiiiissss..." Her cheer trailed off as a sudden wave of lightheadedness washed over her. She dropped to her knees and had to catch herself with her hands before slamming right down onto the floor. She was suddenly very tired as that lightheaded feeling gave way to a sudden fatigue. "Did... Did that really... Use up that much magic? I should probably hold off on that for a bit..."

Baiser took a few deep breaths as the fatigue started to fade away. She managed to get up on shaky legs and sit down in one of the chairs, a deep sigh escaped her lips as she sat and recovered. "That was so much more tiring than opening portals. Did I put too much magic into it? I'll have to practice more with that. Next time I'll have to try using less." As she rested she ran her hands over the stone chair she was sitting in. This base would be so much better with some real furniture. 'Maybe I could talk to Venalita about getting real furniture... I dont have the money to go buy things like that... But... I am a villain right... I could..." The thought came to her. She was a villain after all, a bad guy. Why not just steal what she needed? Fighting magical girls was one thing, but actually committing a crime? Did she have it in her to step even further into villainy?

Night had come to the city. Utena had returned home after her first exploration and training session. For much of the day she relaxed at home, reading, and having dinner with her mother before heading to her room to browse snitter and her favorite Magical girl fan sites.

'There haven't been any big public battles or sightings of Tres Magia at all this week. I guess that's my fault isn't it. Every time I've fought them they have been isolated from the public so no one has seen them. That's a good thing though right. Those fights have been really embarrassing for them with the stuff I've been doing to them.'

As she scrolls though her snitter feed she comes across a post that stops her dead in her tracks.

[Venalita EnmoritaSynicate.]

"Look out Tres Magia, there is a new villainess in town! Magia Baiser is here!"

Utena looked at the post and the picture of herself transformed and looking up at the three magical girls tied up in vines. She recognized it of course. It was from her very first encounter with the magical girls and thankfully was from before she had begun to spank them.

'VENALITA WHAT THE HECK!?'

She looked and started scrolling through the replies and feeling more embarrassed with each and every one.

"Holy shit this girl is topless"

"Arrest her now"

"Where can I buy those pasties"

"HOT"

"I cry when magenta cries!"

"I wish I was those magical girls"

"Justice for tres Magia!"

"Kill her Magia Azul!"

'Oh god what do I do about this... normally I lurk on forums and fansites but...'

Utena's fingers tapped at her phone as she started her own reply

"Tres Magia will never be defeated. They will beat this new villainess for sure. Stay true and strong Tres Magia!"

Utena kept scrolling through the replies to her debut. She knew it would come out eventually that Baiser was around causing trouble. There was no way she would go unnoticed forever. She had hoped it would have been more at her choosing though. She was about to close out when a thought came to her. Perhaps this was another way she could help promote them. She resolved herself to do what was previously unthinkable and made an alt account for Magia Baiser Thankfully she had plenty of pictures that Venalita took for her to use for her profile picture. This was her debut, she had to reply to it.

[MagiaBaiser EnormitaBaiser]

"Fufufu... That's right. I'm here now and I'll have Tres Magia begging for mercy."

Utena closed her phone and sighed. "Haaaaaaaaaa..." 'I'm so going to give her a piece of my mind next time... At least it wasn't anything embarrassing for them. People are going to notice me battling them eventually. Maybe now that people know they have an arch enemy they will get even more popular.'

She looked at the time, 10:50 pm. Her mom was in bed and she should be too, but tonight Utena had other plans.

Utena had waited until her mom was asleep before shutting the lights off and sneaking out of the house. Tonight was the night Baiser would strike. She had to do more than just bully Tres Magia if she wanted to be their Arch nemesis. If this went well she could afford to make the base nicer too. As Utena headed into town she checked her map. She had already planned out her route for tonight. The plan was simple. Head into town at night, transform into Baiser and fly around turning ATMs into monsters and have them unload all the money inside them into the bag she had with her. She didn't have the stomach to actually rob someone but this was impersonal enough for her to wrap her head around.

Utena peeked out from an alleyway at a storefront that was closed for the day, and out in front of it was a lone ATM. This was the first stop of the night and it looked like the coast was clear. 'How long do I have before they sense me? I have to be prepared to fight them if I can't slip away through a portal.' She stared at the machine across the street as her heart pounded. This should be easy and no one is around but her hands shook with nervous energy. 'I am a villain, I can do this, I'm not even going after a person, it's just a machine.' "T-Trans Magia."

Utena felt her storming emotions calm as her transformation took hold. Her resolve solidified as the power of Baiser filled her. Calmly, she strode out from the alley way and approached the ATM. The security camera up the corner of the building's overhang watched her and gave it a sultry wink before slapping the ATM with her crop. Immediately it turned into a monster bound in chains. Its screen changed into a star with bat wings coming out from the sides and let out a groan as it writhed in place. Baiser stroked the creature gently before taking out a bag. "Open up dear, let it all out for Baiser." At her command the monster's mouth opened and money began to flood out from it. It only took a minute for the monster to unload its contents for its mistress and the succubus hefted the bag once it was done. She gave the camera a wide fanged smile before flapping her wings and dashing off. The creature soon smoked and the chains melted away as it turned back into a normal machine.

Baiser lifted the bag in her hands as she flew. She didn't know one of those machines could actually hold so much. She was holding more money than she had ever personally seen and it was so easy to get. It actually scared her how easy it was for her to just walk up and make the thing give it to her. 'I... I had better not let myself get carried away... If this was this easy, if i'm not careful I could fall down a really slippery slope. Okay... Let's save those thoughts for later. Let's keep going. Tres Magia could catch on at any time.'

Baiser secured her bag and dove back down and flew towards her next target. It didn't take long to touch down at the 24 hour convenience store. Her nerves started to rise up again as she strode in. 'Confidence Utena! Confidence! You are Baiser, you are a villain, you are confident and audacious!'

There was only the cashier and one customer in the place when she strode inside tapping her crop in her hand. "Welcome. If there is anything you need... Let... Me... Know..." The woman behind the counter stared at Baiser. As it just so happened, the TV that hung from the ceiling was playing a news report about Enormita's snitter announcement. The woman looked between Baiser and the TV for a moment before ducking down. "Aaaah! Baiser! Enormita! Don't hurt me, just take whatever you want!"

Baiser smirked and let out a laugh. "Please dear, I wouldn't bother with a small fry like you. There is no fun to be had in playing with someone like you." She could taste the civilian's fear and worry. She licked her lips as she let the emotions flow into her. There was almost nothing in the way of magic that came with it but what did come soothed her nerves and let her focus. The succubus strutted forward to her next target and promptly smacked it and turned it into a monster before coaxing its treasure out. With her second target down she strode over to the counter and leaned over to peer at the girl hiding behind the counter. The attendant looked up at her with wide eyes. Baiser grinned and winked at the girl before casually striding out. "Ta ta. Have a good night girl."

'So far so good, two down, one more to go. Still no Tres Magia, but I don't think I have much time before they come.' Baiser hefted the bag in her hand, it was heavy and full. There was no way she was getting any more in that. With a minor effort of will she pulled open a portal and dumped the back full of bills into it and sent it back to base. Once it was closed up she kicked off the ground again and flew back into the air. She looked down at the few people that had been around. They were all taking pictures of her as she departed. 'I bet this will be all over the news tomorrow... Baiser is going to be infamous now.' The succubus' wings flapped and took her into the sky as she headed to her last stop.

As she darted through the air, Baiser kicked up a fuss from people down below on the street. Most simply pointed but many still took out their phones to take pictures and videos of her as she flew past as she made her way into the city's heart. The moment she touched down in front of her destination people scattered and ran in panic of seeing the newly announced villainess of Enormita. Only a couple women were brave enough to start filming but even they were backing away from her. The succubus could taste their apprehension and nervousness. Baiser gave them a sultry smile and finger wave before setting her sights on the building in front of her, an actual bank.

'Sorry about this, this is the last one I swear.' The villainess strode up to the pair of ATMs built into the wall and gave them a smack to turn them into monsters, this time opening a portal for them to dump their contents into. 'They shouldn't be much longer. Any minute no-'

"ENORMITA! HALT YOUR NEFARIOUS DEEDS!" Called a young and cheery voice.

'There they are... Okay Baiser, you can do this.'

Baiser snapped her fingers and closed the portal before turning and cocking out her hip as she looked up at the three colorful girls hovering in the air above her. She could hear the sound of a helicopter in the distance as it came closer as well. "Well well. If it isn't Tres Magia. A pleasure to see you gain dears." She smiled at them and tapped her crop in her hands. "Always the good girls, coming to see me."

"As if we would let you do whatever you want Baiser!" Magenta Manifested her trademark heart shaped spear in her hands as Sulfur readied to defend them.

"It's a shame there are all these eyes, otherwise I would give you the pounding you deserve." Said the yellow clad girl.

Baiser ran a finger up the length of her riding crop and smiled at the fiery magical girl. "Aww, still sore from our last encounter, Sulfur? I'm sorry I wasn't able to give you more aftercare. I would be more than happy to give you some personal attention."

Sulfur flushed and growled before a dangerous smile spread over her face. "I think that would be fun. I certainly need to pay you back for that experience."

Baiser glanced around herself as she thought over her situation. Launching a magical assault was out of the question. That attack simply took too much mana to use and she didn't have the experience with it to dial it down. There were some trees on the sidewalk nearby she could convert. And she had two monsterized ATMs behind her. She did her best not to show it but she was feeling the fatigue from the day mounting on her. 'I really wish I had Kiwi's number now.'

The succubus placed a hand on her chest and gave a deep regretful sigh. "Oh I'm flattered with all this attention but I'm afraid there is only one of me and I would hate to do you the disservice of not giving you my full attention."

"Oh don't worry about that. Three on one will do just fine in my book."

'She is really itching for a fight. No way around it, better give them a good show !'

"Very well I'll take you on!" Baiser shouts and sweeps her crop forward commanding her two monsters forward. The ATMs rip themselves out of the bank's wall and stomping towards the magical girls. The monsters almost looked like gorillas. They had large arms,short legs with wide bodies, and a big star of Enormita made up the creature's "head". Baiser leapt into the air as the two creatures used their huge arms to propel themselves into the air at Tres Magia.

The trio of magical girls charged toward the villainess only for two of them to meet the monsters under Baiser's command. Sulfur and Azul were shoved back as they clashed with the two creatures.

"Arrgg, get out of the way."

"Magenta be careful, d-don't let her catch you!"

"Hyaaa!" Magenta, unobstructed, pushed forward and met Baiser in the air with her spear. The pink haired girl clashed with her dark counterpart as the spear met Baisers crop.

"Oh Magenta! So forceful! Come then, let's dance shall we!" The succubus grinned and slapped the spear aside before darting back through the air.

Magenta gave chase and followed Baiser as she retreated. The heroine persewed her nemesis up and up as she retreated further from Sulfur and Azul's part of the pink haired girls spear clashed with Baiser's crop again and again as their chase and fight took them to the roof of a nearby building. Magenta landing as she brought her spear down in an overhead strike that made Baiser hiss out a curse

"Tch... You're really eager tonight, aren't you Magenta? I'm so glad you're fired up to see me." The succubus teased as she grunted and pushed the spear away from herself.

"Your rampage is over! Give back what you stole Baiser!"

The way Magenta stared her down sent shivers of utter delight through Baiser. That serious expression, that defiant gaze, the righteousness of the magical girl before it made her heart sing. 'Yeeesss that's what I want to see!'

"Kahaha. Make me Magenta! Bring me down if you can!" Only minutes ago Baiser had felt like just opening a portal and leaving, but now her heart pounded in excitement and a second wind of energy rushed through her. She wouldn't dream of running away now, how could she when Magenta was putting on such a show? She could hear the helicopter overhead watching the scene unfold on the street below while she and Magenta were mostly hidden by the darkness of the rooftop.

*WHACK* *CLANG* *SMACK* The sound of their weapons clashing over and over as hero and villain fought echoed around the rooftop. Neither side gave ground as they battled.

'Beautiful! She's so cute! Magenta the heroine of justice! Magnificent, befitting the founding member of Tres Magia! More! I want to see more of you!'

"You won't get away with this! Tres Magia will always come to stop you! Hyyyaaahh!" Magenta swung her spear as hard as she could and slammed it into Baiser.

The villainess barely managed to block it but the force was enough to send her flying back and off the building. Baiser smashed through tarps and scaffolding as she was flung into the construction site next to the building. Her outfit was torn but she felt no pain from the minor impacts. Her body rolled across the ground for a moment before she managed to get back to her feet. The succubus looked around, a construction site had plenty of things she could have fun with.

*CRACK* *CRACK* *CRACK*

The passionate young hero pushed forward after her foe. 'Robbing ATMs and scarring innocent people, this is unforgivable! I'll teach that Baiser a lesson.' Magenta leapt off the building and through the torn up tarps where Baiser crashed through. The interior of the construction site was dark but quiet. Thanks to being a magical girl she could still see in this level of darkness, but she didn't see Baiser. She raised her spear and slowly stepped forward, searching for her enemy. "Show yourself Baiser!"

"Fufufu... So persistent Magenta. You really want to take me down don't you."

"You frightened so many people and stole a bunch of money. Tres Magia won't stand for that kind of behavior!"

"Hhmmm... Good, just what I like to see, a hero standing proud. You make this so much FUN!"

The acoustics were terrible and made Basier's voice echo from all over. Baiser was hiding here somewhere but Magenta couldn't tell where. Distantly she could hear the sound of a helicopter, and the sounds of fighting from outside. Slowly she approaches one of the support pillars in the room and steps around it with her spear at the ready. Nothing, no Baiser, just a pile of chains on the ground. Magenta pouted, she had to be here somewhere. 'If I don't find her soon she is going to escape!' she turned to keep searching when something tugged at her foot.

*Clank*

"Huh?" Magenta looked down to see that one of the chains on the ground had wrapped around her ankle. She looked at it closer. No, it wasn't that it had wrapped around her ankle, a shackle had been clamped around her foot.

"H-Hey, let go..." Just as she tried to pull away the whole pile of chains suddenly jumped into motion. The creature was blindingly fast as shackles clamped onto her wrists and ankles. "Stoooop!" First Magenta's arms were yanked up, then her feet were pulled out from under her as she was suspended from the ceiling.

'I still have my wand, I can still-'

*Crack*

A stinging impact hit her bound hands and sent her wand clattering to the ground. "Aahhh!'

"Mmmhmhmhm... Oh dear. Magenta, what happened? You look like you've gotten yourself into trouble." Baiser floats down from a hole in the ceiling and drifts down to Magenta's hanging form. The succubus's hand slides down Magenta's arm before gliding over her shoulder, over her collar and up to her cheek.

The magical girl shivers and pulls back but the hold she is in won't let her get away from Baiser's touch. "L-Let me go. You won't get away with this."

"Oh dear... But what are you going to do to stop me? All bound up like that..." Baiser leans in and whispers to her. "You're all mine now..."

The closeness of the voice made her flinch and the reality of her situation crept up on her. She was alone, bound up, and at Baiser's mercy. She was helpless and the bubbly girl felt fear creep into her. Both Azul and Sulfur had been defeated in single combat with the succubus and she had toyed with them both after she had won. She had talked to each of them after the incidents and heard about the things Baiser did to them. Memories of their last encounter bubbled to the surface. She remembered the tickling and how the succubus' fingers danced over her sides, how she stroked her, and felt her up. She remembered that breathtaking kiss she had been forced into. A deep blush burned her cheeks as she remembered it all and realized that it was happening again.

Baiser leaned in and cooed as she cupped the pink haired girls cheek. "Ooohh... Yes, that's right. You're all mine again, at least for a time until they are finished outside. So let's enjoy the time we have together, Magenta."

"Y... You can do whatever you want... I don't care... Azul and Sulfur will come and they will beat you." The magical girl squirmed in her bindings and looked Baiser in the eyes

That defiant look and her words sent shivers of pure pleasure up the succubus' spine. She shuddered and bit her lip as her tail whipped behind her excitedly. "Oh dear Magenta, don't worry, I'll do my best to make sure you enjoy it. It's no fun if only one of us likes it." Baiser strokes her prey's cheek and smiles. "You will be a good girl for me, won't you?" Her thumb brushes over Magenta's soft lips. Green eyes looked into gold as Basier gazed longingly into the magical girl. She held that stare as she stroked the other girls cheek and lips. With every second that ticked by the intimacy of the moment grew and Magenta's blush deepened as was made to keep looking into the golden iris'

"Mmm... You're all so lovely, Azul is tall and elegant and has such a nice figure, Sulfur is small and precious, but she has such fire inside her. But you Magenta are just so cute I barely stand it. And you're such a sweetheart, always cheerful and full of energy. You inspire everyone around you. You should be proud of yourself. You are a magical girl that everyone looks up to." Baiser leaned in closer. "Even me."

Her friends always told her she was cute, and she knew she had a lot of fans out there, but this was the first time someone had said it like this to her. Baiser, this villain looked up to her and thought she was cute, thought she was an inspiration. It had to just be a trick, right?

Baiser leaned in closer again, their faces so close that Magenta could feel the other girl's hot breath on her face, and smell the girl's soap. She was so close now. She couldn't deny that the succubus was pretty. 'She smells nice, her eyes are so strange but glitter like gold. She's a bad guy, but she isnt hurting me. I can't stop her, she can do anything she wants.'

Baiser's head swam in the euphoria of the moment. Magenta was perfect, cute, defiant, brave, beautiful, and unbending in her values. She could taste her fear, and her anxiety at being captured. Other emotions swam in the swirling miasma of Magenta's person. Along with the fear and anxiety was a sense of determination that almost brought a tear to her eye. The girl was helpless and at her mercy, she knew it, they both did. She could do anything she wanted to Magenta. It would be so easy to simply open a portal and dump her into it, take her back to base as a hostage, prisoner, or plaything. It would be the truly villainous thing to do. But that wasn't the kind of Villain Utena wanted to be.

As their gazes lingered it was like Baiser was looking into her soul as her lovely face drifted ever closer. Whispered words barely audible slipped from her lips. "So beautiful..." And then her free hand slid up and softly cupped Magenta's other cheek before the villain and hero met. Their lips touched. Magenta's eyes widened and she squirmed in her bindings as she felt Baisers lips touch her own. She took a sharp breath through her nose as she felt their softness, and the sweetness of the other girl, the floral scent of the succubus filled her senses as Baiser pressed in. This isn't their first kiss, the first had been quicker, more immediately inflamed. This one was slower, softer, more languid. Baisers tongue did not force itself into her mouth like before, it was mere lip to lip contact between them as the succubus cupped her cheeks gently.

Magenta's blush spread from her cheeks to her entire face as she felt an electric tingle race up her back and slowly spread through her. This kiss felt as good as the last one they had shared, soothing pleasure radiated out from that kiss, her head swam in the other girl's touch, scent, and the feelings she stirred up in her. Goosebumps spread up her arms and shoulders and her vision grew hazier as the tender contact continued. Then slowly, regretfully, the simple kiss ended.

Both girls were flushed as they looked at eachother. Baiser's eyes glittered with mischief as Magenta's shined with moisture. "Lovely... So cute." The villain cooed as she stroked Magenta's cheeks.

The magical girl shuddered and gulped as she looked up at the succubus. "Th-There... You've had your fun haven't you... Now let me go."

Baiser licked her lips and smiled almost gently as one of her hands slid down to the magical girl's neck and squeezed it softly. Her sharp nails gently dug into Magenta's soft skin just enough to get the point of power across, the dominating grasp making the girl gasp. "Oh, dear, I'm just getting started. I'm so hungry and I'm going to keep nibbling on you for as long as I can."

With a thought the bindings shifted and let Magenta's legs lower down before the chains attached themselves to the floor. Baiser's hand left the girl's throat and slid down her collar and toyed with the crystal heart there for a brief moment. Her sharp nails ran over the smooth pink surface before moving down to her top. With a lightning quick motion the sound of shredding fabric fills the room as Magenta's shirt is shredded and reveals her perky breasts to the cold air.

"Aahhh, nooo!" The magical girl struggles in her shackles as the succubus' hand glides over those soft mounds and flicks over her nipples.

Slowly The hand on Magenta's cheek pulls back and slides up one of her arms. The succubus' hand finding hers and entwining their fingers in an intimate hold. "Fufufu... So soft and sweet. What a delicate little flower you are. Don't worry, I'll be gentle with you dear." Baiser's hand cups one of her breasts as she leans in again. Her hand gently squeezees and gropes Magenta as her finger's softly pinch one of the hardening nubs. The villainess' breath is hot over the pink haired girls skin as lips meet again. This time Baiser's thirst is in control. The kiss is soft for the first second, and then the succubus' tongue slid against Magenta's lips. She could taste her strawberry lipgloss and the flavor of it sent her tail whipping before it slipped under Magenta's skirt. It homed in on the magical girl's crotch and pressed in, drawing a gasp from her and letting Baiser push her tongue into her mouth.

Tears well at the corners of Haruka's eyes as emotions flooded up the surface inside of her. Her heart pounded in her chest as embarrassment met arousal. She didn't want to kiss Baiser again, didn't want to lose again to this villain, but the last kiss felt so nice after the tickling. Just like before this kiss felt so good. Her head swam as pleasure flowed into her from that kiss. The feeling of Baiser's lips against hers, her tongue exploring her mouth. The way her hand held her so gently and how she slowly played with her breasts. The tail between her legs rubbed at her sex through her panties and she could feel the growing wetness there as that pleasure heated her very being from within. She couldn't help but let out a moan into the kiss, there was too much stimulation for her to stop.

Utena could feel the magical girl's emotions well up, she could taste their flavors and she drank them down greedily. She pressed in harder and took a step forward, then another, and another, and then Magenta's back was pressed against the pillar behind her. Baiser groaned into the kiss as she felt the other girl's tongue start to move against hers. It was so hesitant at first, so shy that it made her giggle and reward the girl by pinching her now hard nipple. "That's it." *KISS* "Kiss me back." *KISS* "It's more fun this way." Baiser said between heated kisses, praising and guiding the magical girl. The tail between Magenta's legs slid up and wrapped around her panties before viciously tearing them off the girl. She wanted more, more of this taste, more of this pleasure, more of this magical girl.

She couldn't help but gasp when she felt Baiser's tail rip her panties clean off. She felt that sinuous tail press between her nethers and slide between her lips. She felt so sensitive now, so much more than the last time the succubus had her way with her. Her head was spinning and it was getting so hard to think. The pleasure between her legs, the sweet ecstasy of that kiss. She felt so hot inside, as if she would simply melt into the more dominant girl. Magenta's tongue pressed against Baiser's as their kiss continued, it was like Baiser was guiding her tongue into a dance inside her cold concrete of the pillar on her back contrasted sharply with the warmth of the girl pressing against her. She could feel Baiser's hand slip from her breast and travel down her waist and reach back to grab her butt. She felt her press her harder against the pillar and felt the softness of the Villainess' own barely covered boobs against her own.

When the searing kiss finally broke Magenta was left panting and breathless, her head spinning and suffocated under the arousal she felt. She looked up at Baiser's blushing and panting face and could only think about how pretty the succubus was.

"Mmmm... So tasty and so much magic, oohh... Did you like that kiss Magenta? I did." Baiser's voice was rough and husky as she spoke. Her gold eyes were focused wholly on the magical girl's face. Her hand slipped down the other girl's arm and cupped her cheek softly before she leaned in to kiss her again. It was a quick one, barely a peck before she continued down. The succubus kissed her way down Magenta's chin and cheek before going to her neck and planting little kisses on them. Each one sparked a cascade of tingles and jolts of excitement to blossom inside the magical girl.

"St...Stop... I-I Don't..." Magenta tried to fight back, but it was all so much. She felt so helpless against the succubus, but at the same time she was being so gentle with her. Everything she was doing made her heart flutter and pound.

"I won't. I can feel how much you are enjoying it. Don't worry, I won't hurt you... Too much anyway hehehe." Baiser pulls Haruka away from the pillar and steps around her. The loss of support from the succubus causes the magical girl to fall forward and bend over. A sharply nailed hand slides over the pink hoopskirt of the heroine before another tearing sound fills the air. Magenta's skirt falls to the ground and leaves her perky rear end exposed to the cool air. Baiser's hand slides over that round rump and gives it a playful squeeze. "You will be a good girl for mamma Baiser won't you Magenta. Good girls get kisses, and bad girls get..."

*SPANK*

"Aahh!?"

"Bad girls get spanked. I have to show you my carrot and stick. You had my kisses, now you get my spanking. So be a good girl."

*WHACK* *SPANK* *SPANK*

"Haaa! Noo! Aaannn!" Each spank rippled through her body. Each strike stung but her magical durability kept any true pain away. Each time Baiser's hand struck her silvery strings of pleasure shot up through her, not as strong as when she was kissed but it was enough. This was different from the last time she was spanked. That first encounter with the villainess had ended with her getting spanked over and over, there had been nothing good about it. But this time was completely different. It felt good. Each impact sent ripples of pleasure through her as the tail between her legs all but thrashed against her pussy and clit. Magenta couldn't hold back the moans as her body was played with by the succubus.

Baiser's eyes were wide with delight as she spanked and toyed with the magical girl. She drooled and giggled to herself as she kept smacking the round perky ass on display. She could feel pleasure and sexual excitement coursing through her, both hers and the ghostly echoes of Magenta's own. Her leather pants were soaked with her own excitement as she continued her barrage of spanks. "Yes! Yes! Take it Magia Magenta. Take my love! You will be a good girl for me!"

*SPANK* *SPANK* *SPANK*

She could feel the pleasure building inside both Magenta and herself with each blow. It was reaching a crescendo of ecstasy and she wanted it, hungered for it. Her hand landed on Magenta's reddened rear one last time before giving it a squeeze. "Oh such endurance. I can taste it! You love this!." Baiser pulls Magenta up and looks at the girl. She's panting, her face flushed as saliva trails down to her chin. The girl's green eyes are as hazy as her own shine from excitement. The succubus grins and strokes Magenta's ass as she wraps her other arm around the girl and hugs her. "That's a good girl, feel me, feel it, let it happen. Cum cum cum!." She chants as she leans into the magical girl and kisses her again.

As the villainess' tongue plunged inside it happened. Magenta's body shook against her and she all but screamed into the kiss as an orgasm ripped through the girl. She felt her gush all over her tail as the extra limb kept thrashing and rubbing, getting soaked in the magical girl's juices. Once Utena felt the other girl's orgasm and tasted the pure ecstasy from her it was over for her as well. She clutched at Magenta's body, her fingers dug into her rear and as she hugged her tight. Basier's head swims as she drinks it all in. The pleasure, the ecstasy, the embarrassment, the shame, the delight, and all the magic that comes with it. She feels it filling her up inside, more and more and more. Magenta is like a bottomless drink and she wants to guzzle as much as she can.

*SMASH! CRASH!*

The sound of battle grew closer and Baiser felt it in the back of her mind when her minions were destroyed. She was still shaking from the aftershocks of their shared orgasm when she pulled away from Magenta. The succubus panted and smiled at the other girl before letting go of her ass and using the hand to cup her cheek and tilt her head up. "I wish I could spend even more time with you, but it looks like our time is up, Magenta. Remember this and be a good girl for me."

"Magenta!? Where are you?"

"Baiser! I'm coming for you!"

Baiser gently strokes the girl's lips with her thumb before finally dismissing her final schiavo. The chains shook and reverted to being simply a pile of chains. She caught the now exhausted Magenta and gently helped her to the ground before stepping sway. Just as she opened up a portal she saw and heard the tarps on the side of the building flutter. Sulfur and Azul had arrived. She gave them a satisfied smile before simply stepping back into the portal and closing it.

"Magenta!"

"Magenta!"

The two other members of Tres Magia rushed toward their fallen friend. They were battered and their dresses were torn in places but they were alright. The monsters Baiser had made had been surprisingly durable which made up for their lack of pure offensive power. The two others went to the fallen Magenta and sat her up between them. They looked down at her disheveled form with mixed reactions.

"Grrrrr... That damn Baiser... You shouldn't have gone after her alone Magenta..."

*gulp* "It looks like she really did a number on her..."

'Her dress is torn, her panties are gone... It must have been really intense...' Azul bit her lip and closed her eyes. 'Not now Sayo... Help Haurka first.'

"Baiser is gone... Let's get her out of here, away from prying eyes." Sulfur said as she looked back at the way they came in.

"Y-Yeah... Let's get her out of here, then let's get her home."